1083269--2/26/2009--TRANSOCEAN

related topics

{operation, natural, condition}

{cost, contract, operation}

{tax, income, asset}

{cost, operation, labor}

{condition, economic, financial}

{competitive, industry, competition}

{customer, product, revenue}

{capital, credit, financial}

{cost, regulation, environmental}

{regulation, change, law}

{regulation, government, change}

{gas, price, oil}

{personnel, key, retain}

{financial, litigation, operation}

{provision, law, control}

{operation, international, foreign}

{control, financial, internal}

The recent worldwide financial and credit crisis and worldwide economic downturn could have a material adverse effect on our revenue, profitability and financial position. The global financial and credit crisis may negatively impact our business and financial condition. Our business depends on the level of activity in the offshore oil and gas industry, which is significantly affected by volatile oil and gas prices and other factors. Our industry is highly competitive and cyclical, with intense price competition. Our shipyard projects and operations are subject to delays and cost overruns. Our drilling contracts may be terminated due to a number of events. The anticipated benefits of moving our principal executive offices to Switzerland may not be realized, and difficulties in connection with moving our principal executive offices could have an adverse effect on us. Our non-U.S. operations involve additional risks not associated with our U.S. operations. A change in tax laws, treaties or regulations, or their interpretation, of any country in which we operate could result in a higher tax rate on our worldwide earnings, which could result in a significant negative impact on our earnings and cash flows from operations. Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties, drilling contract terminations and an adverse effect on our business. Our labor costs and the operating restrictions under which we operate could increase as a result of collective bargaining negotiations and changes in labor laws and regulations. Our business involves numerous operating hazards. A loss of a major tax dispute or a successful tax challenge to our operating structure, intercompany pricing policies or the taxable presence of our key subsidiaries in certain countries could result in a higher tax rate on our worldwide earnings, which could result in a significant negative impact on our earnings and cash flows from operations. Failure to retain key personnel could hurt our operations. We have a substantial amount of debt, and we may lose the ability to obtain future financing and suffer competitive disadvantages. Our overall debt level and/or market conditions could lead the credit rating agencies to lower our corporate credit ratings below currently expected levels and possibly below investment grade. We may be limited in our use of net operating losses. Our operating and maintenance costs will not necessarily fluctuate in proportion to changes in operating revenues. We are subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us. Public health threats could have a material adverse effect on our operations and our financial results. Compliance with or breach of environmental laws can be costly and could limit our operations. Our ability to operate our rigs in the U.S. Gulf of Mexico could be restricted by governmental regulation. Acts of terrorism and social unrest could affect the markets for drilling services. Our status as a Swiss corporation may limit our flexibility with respect to certain aspects of capital management and may cause us to be unable to make distributions or repurchase shares without subjecting our shareholders to Swiss withholding tax. We are subject to anti-takeover provisions.

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1083269--2/26/2009--TRANSOCEAN_INC